Contribution Default Remedies for LLCs and Partnerships: Tax Consequences of Dilution, Set-Offs and Constructive Loans
Recording of a 90-minute premium CLE/CPE webinar with Q&A
This CLE/CPE course will guide tax professionals and advisers on structuring contribution-default remedies for LLCs and partnerships. The panel will discuss the complexities of contribution-default remedies, such as interest dilution, set-offs and loans. The panel will also tackle a variety of tax issues associated with each remedy and mechanisms for drafting provisions in LLC operating and partnership agreements to ensure protection against interest disruption and unintended tax liability.
Outline
- Capital contribution commitments for LLC and partnership
- Contribution-default remedies and other methods to protect LLC and partnership interests
- Tax implications of contribution-default remedies
- Planning techniques and best practices for drafting default and other interest-maintenance provisions
Benefits
The panel will review these and other principal issues:
- Available contribution-default remedies for LLCs and partnerships
- Structuring partnership and LLC operating agreement provisions addressing the failure to satisfy capital commitments
- Natural and punitive dilution of non-contributing member interest
- Distribution set-off of unpaid capital commitments and related implications
- Adopting constructive loans to help ensure that contribution-defaults do not affect members’ interests
- Tax consequences based on the type of default remedy chosen and the manner in which partners determine percentage interests
- Strategic tax planning to avoid potential adverse tax consequences for partners and members
Faculty
Professor Bradley T. (Brad) Borden
Professor of Law
Brooklyn Law School
Professor Borden’s research, scholarship, and teaching focus on taxation of real property transactions and... | Read More
Professor Borden’s research, scholarship, and teaching focus on taxation of real property transactions and flow-through entities (including tax partnerships, REITs, and REMICs). He teaches Federal Income Taxation, Partnership Taxation, Taxation of Real Estate Transactions, and Unincorporated Business Organizations, and he is affiliated with the Dennis J. Block Center for the Study of International Business Law. His work on flow-through and transactional tax theory appears in articles published in law reviews including Baylor Law Review, University of Cincinnati Law Review, Florida Law Review, Georgia Law Review, Houston Law Review, Iowa Law Review, Tax Lawyer, and Virginia Tax Review, among others. His articles also frequently appear in leading national tax journals including Journal of Taxation, Journal of Taxation of Investments, Real Estate Taxation, and Tax Notes.
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Anthony L. Minervini
Senior Manager
Ernst & Young
Mr. Minervini is a Senior Manager in the Partnership Transactional Planning & Economics Group of Ernst & Young... | Read More
Mr. Minervini is a Senior Manager in the Partnership Transactional Planning & Economics Group of Ernst & Young LLP’s National Tax Department and is located in New York. He focuses on the taxation of partnerships, joint ventures, and limited liability companies. Prior to joining Ernst & Young LLP, Anthony practiced law and was an Associate in the Tax Department of Simpson Thacher & Bartlett LLP. Mr. Minervini earned his B.A. in Economics and English Literature at Loyola University Maryland, from which he was graduated summa cum laude, and earned his J.D. at the University of Pennsylvania Law School, from which he was graduated cum laude. He is a Member of the American Bar Association and the New York State Bar Association. He is admitted to practice in New York and New Jersey.
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